Greg E. Handler Form 4 Western Asset Mortgage Capital / Greg E. Handler ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Handler Greg E.

(Last) (First) (Middle)

C/O WESTERN ASSET MORTGAGE CAPITAL CORP.

385 EAST COLORADO BLVD.

(Street)

PASADENA CA 91101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Western Asset Mortgage Capital Corp [ WMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim Co-CIO

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	12/06/2023		D(1)		8,946(2)	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 6, 2023, AG Mortgage Investment Trust, Inc. ("MITT") acquired Western Asset Mortgage Capital Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of August 8, 2023, entered into by and among the Issuer, MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), and solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC ("MITT Manager") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Merger Sub surviving such merger as a subsidiary of MITT (the "Merger").

2. Reflects adjusted amounts related to a previous reverse stock split and reconciliation of the Issuer's records.

3. At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 1.498 validly issued, fully-paid and nonassessable shares of MITT common stock, and $0.92 in cash from MITT Manager, subject to any applicable withholding taxes.

Remarks:

	/s/ Adam C. E. Wright, by Power of Attorney	12/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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